Contract analysis

I. Executive Summary This memorandum analyzes the contractual lock-up arrangements, selling shareholder structuring, Regulation S flowback considerations, and Rule 144 applicability in connection with the proposed initial public offering in the United States (the "IPO" or the "Offering") by Halcyon Semiconductor Aktiengesellschaft, a German stock corporation organized under the laws of the Federal Republic of Germany

II. Background — Offering Structure and Key Parties A. Halcyon Semiconductor AG — The Issuer Halcyon Semiconductor Aktiengesellschaft is a German stock corporation (Aktiengesellschaft) incorporated and existing under the laws of the Federal Republic of Germany, registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Munich under registration number HRB 217458. Halcyon's registere

1. Rheintal Industrieholding GmbH. Rheintal Industrieholding GmbH is a limited liability company (Gesellschaft mit beschränkter Haftung) organized under the laws of Germany, with its registered office at Königsallee 60, 40212 Düsseldorf, Germany. Rheintal serves as the principal holding vehicle of the Wendt family and is managed by Margarethe Wendt, who serves as sole Managing Director (Geschäftsführerin). Ms. Wendt

2. Kestrel Capital Partners AG. Kestrel Capital Partners AG is a stock corporation (Aktiengesellschaft) organized under the laws of Switzerland, with its registered office at Bahnhofstrasse 36, 8001 Glenrock Assurance, Switzerland. Kestrel is a European technology-focused investment fund managed by Henrik Sørensen, who serves as Managing Partner. Kestrel invests in growth-stage and pre-IPO European technology compani

III. Lock-Up Agreements — Structure and Scope A. Overview. The lock-up arrangements in connection with the Offering will involve three categories of signatories, each subject to substantially similar restrictions on the transfer and disposition of Halcyon securities during the 180-day period following the pricing of the Offering: (i) Halcyon Semiconductor AG (the Company), whose lock-up obligations will be set forth

IV. Lock-Up Consent and Waiver Mechanics A. Consent Authority Westbridge Securities LLC, in its capacity as lead left bookrunner and representative of the several underwriters, will have the sole and exclusive authority to waive, release, or consent to the early termination of any or all of the lock-up restrictions set forth in the Lock-Up Agreements and the company lock-up covenant in the Underwriting Agreement. Thi

V. Selling Shareholder Structuring A. Mechanics of Secondary Share Sales The secondary component of the Offering involves the sale by Rheintal and Kestrel of an aggregate of 12,800,000 existing ordinary shares of Halcyon, which will be converted into 6,400,000 ADSs for delivery to the underwriters at closing. The mechanics of this conversion require coordination among the selling shareholders, the German custodian, t

VI. Regulation S Flowback Considerations A. Background — Concurrent Regulation S Offering The Offering contemplates a concurrent offering of ordinary shares (not ADSs) to investors outside the United States in reliance on Regulation S under the Securities Act (the "Regulation S Offering"). The Regulation S Offering will be conducted in coordination with the US registered offering and will be managed by the internatio

1. Lock-Up Agreements. The 180-day lock-up on the Company, the selling shareholders, and the officers and directors prevents insiders from depositing additional ordinary shares with the depositary to create new ADSs during the lock-up period. Because the lock-up period (July 1 – December 28, 2026) extends well beyond the distribution compliance period (approximately July 6 – August 15, 2026), the lock-up provides a s

2. Underwriting Agreement Covenants. The Underwriting Agreement should include a covenant by Halcyon to use reasonable efforts to prevent circumvention of the distribution compliance period by non-US purchasers of Regulation S shares. This covenant would require the Company to cooperate with the depositary i